Aprea Therapeutics Inc
For the period ended Jun 20, 2024. Filed Apr 25, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 20, 2024 · Filed Apr 25, 2024
Contents
PROXY SUMMARY
To assist you in reviewing the proposals to be considered at the Annual Meeting, we call your attention to the following proxy summary. This is only a summary; please review this Proxy Statement and our 2023 Annual Report on Form 10-K in full.
Summary of Stockholder Voting Matters
| | | | ||
|---|---|---|---|---|
| Proposal | For MoreInformation | Board of DirectorsRecommendation | ||
| | | |||
| Item 1: Election of Three Class II Directors for Three-Year Terms Expiring at the 2027 Annual Meeting of StockholdersClass II: | | Page 34 | | ✓ FOR Each Nominee |
| Michael GrissingerGabriela Gruia, M.D.Rifat Pamukcu, M.D. | | | ||
| Item 2: Ratification of Appointment of EisnerAmper LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2024 | | Page 34 | | ✓ FOR |
Our Director Nominees
You are being asked to vote on the election of Michael Grissinger, Gabriela Gruia, M.D. and Rifat Pamukcu, M.D. as Class II directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders. Each director will hold office until his or her successor is elected and qualified or until the director’s earlier death, resignation, or removal.
Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast in person or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Mr. Grissinger, Dr. Gruia and Dr. Pamukcu. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name · Age · DirectorSince · Occupation · Independent · AC · CC · NCGC · R&D · Other CurrentPublicCompanyBoards | |||||||||||||||||
| Michael Grissinger | | 70 | | 2022 | | None. | | Yes | | M | | — | | C | — | | Akari Therapeutics, Plc |
| Gabriela Gruia, M.D. | | 68 | | 2023 | | None. | | Yes | | — | | — | | — | M | | TSCAN Therapeutics, Inc. and Molecular Templates, Inc |
| Rifat Pamukcu, M.D. | | 66 | | 2022 | | None. | | Yes | | — | | M | | M | M | | None. |
| AC = Audit Committee | CC = Compensation Committee | | C = Chair | ||
|---|---|---|---|---|---|
| NCGC = Nominating and Corporate Governance CommitteeR&D = Research and Development Committee | | | M = Member | ||
| | 7 |
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Corporate Governance Summary Facts
The following table summarizes our current Board structure and key elements of our corporate governance framework:
| Governance Item | ||
|---|---|---|
| Size of Board | 9 | |
| Number of Independent Directors | 8 out of 9 (88%) | |
| Chairman of the Board | Richard Peters, M.D., Ph.D. | |
| Separate Chairman and CEO | | Yes |
| All Non-Employee Directors and Board Committee Members are Independent | | Yes |
| Board Self-Evaluation | Periodic | |
| Review of Independence of Board and Committees | | Annual |
| Independent Directors Regularly Meet Without Management Present | Yes | |
| Voting Standard for Election of Directors in Uncontested Elections | | Plurality |
| Directors Have Access to All Levels of Management and are Provided with Opportunities to Meet with Members of Management on a Regular Basis | | Yes |
| Corporate Governance Guidelines | | Yes |
| | 8 |
|---|
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